Section 10A-9A-8.01 Events of dissolution. A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) Consent of all partners to dissolve. (c) When there is no remaining general […]
Section 10A-9A-8.02 Effect of dissolution. (a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in […]
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.04. (b) […]
Section 10A-9A-8.04 Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities and affairs; or (2) would have bound the limited partnership under Section 10A-9A-4.02 before […]
Section 10A-9A-8.05 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate for […]
Section 10A-9A-8.06 Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited partnership. (b) A dissolved limited partnership may give notice of the dissolution in […]
Section 10A-9A-8.07 Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request that persons with claims against the dissolved limited partnership present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper […]
Section 10A-9A-8.08 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred. (Act 2016-379, §1.)
Section 10A-9A-8.09 Disposition of assets, when contributions required. Upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, and any contribution required by this section, shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, […]
Section 10A-9A-8.10 Reinstatement after dissolution. A limited partnership that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is: (1) required for reinstatement under the partnership agreement; or (2) if the partnership […]
Section 10A-9A-8.11 Certificate of reinstatement. (a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership’s certificate of formation. The certificate of reinstatement shall […]
Section 10A-9A-8.12 Limited partnership name upon reinstatement. The name of a limited partnership following reinstatement shall be determined as follows: (a) If the limited partnership remains in the Secretary of State’s records as a limited partnership which has not been dissolved, then the name of the limited partnership following reinstatement shall be that limited partnership […]
Section 10A-9A-8.13 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited partnership after the dissolution shall be […]
